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At the age of nine, Megumi is an aggressive always fighting boy. One day he saves a strange man from a gang of other children. In return, Megumi receives a magical book. After accidentally bleeding on the book, a genie named Pierrot appears and offers to grant him a wish. Megumi wishes to become a strong man's man. Pierrot, a trickster, inadvertently turns Megumi into a woman. Megumi, furious, throws the book into the riverbank. Believing the only way to reverse the spell is to retrieve the book, Megumi begins a 6-year-long search but is told that she can find the book if she attends Furinkan High School.

While Megumi is physically a very attractive female, she still retains her masculine mannerisms and fighting abilities, which she uses very often, attracting the 'Megu-chan Protection Club', a group of misfit admirers. Nobody else knows she used to be a boy but was transformed into a girl, initially only Megumi's best friend, Miki knew her secret, however the protection club quickly finds out. Out of all the men in Furinkan High, the only one who seems to make any headway is Genzō Soga for his unparalleled willingness to do anything to prove himself to Megumi. A tomboy at heart, if she unintentionally displays any sort of affection for anyone, she is very quick to deny everything. At the end of the manga, it is revealed that she was and always had been a girl. She wished to be a boy because when they were younger, despite being stronger than Genzō, he injured himself to protect her, saying that it was a man's duty to protect a woman, and she wanted to protect Miki from any harm. She confesses her love to Genzo at the end of the series, and kisses him.

Miki is Megumi's childhood friend and would do anything to help her. She is the only one that remembers the former Megumi and knows of the transformation. She does everything she can to turn Megumi into a better more feminine girl and even goes so far as to threaten to stop being Megumi's friend if she cuts her hair. Miki is extremely loyal to Megumi and has been at her side since pre-school, she even accepted an arranged marriage just so she could go to the same high school as Megumi.

A spoiled brat and Megumi's rival. She shows up later in the series. She suffers a form of superiority complex. She hates Megumi because she realizes that everyone around her thinks Megumi is more beautiful than she is. Now she follows Megumi where ever she goes in hope of dis-proving Megumi's beauty.

A very stubborn punk who has become Megumi's biggest admirer. The strongest in terms of physical power, Genzō is feared by many at school and various gangs in the city. The manga begins with Megumi, upset that this punk has mistreated his most recent girlfriend, beating Genzō up, the first person to do it since at least grade-school. Soon after that incident, Genzō quickly falls in head over heels for Megumi. On his 16th birthday, Genzō proposed to Megumi but he was rejected. In the manga, it is revealed that Genzō received his scar protecting Megu from falling glass while she was rescuing Miki from kidnappers. Genzō often refers to Megumi as Megu-chan as a sign affection. At the end of the manga, Megumi reciprocates his feelings, and the two kiss.

An "average" boy trying to escape his reputation for being weird and a pervert at his previous school. While appearing physically inferior to Genzō, he has fought to defend himself and Megumi on several occasions. Near the end of the series, he seemed to have accepted the role as Yoshimi's 'Prince'.

The "hentai" (perverted) and yet good-hearted nerd who nosebleeds when he gets overly excited. Yasuda is the weakest when it comes to physical prowess, but his intelligence continues to surprise everyone and aids the group solving many problems. He has a little brother that looks like a mini version of him and the same personality. Yasuda looks like a cute girl when his glasses are removed.

A samurai in-training and arguably the most decent man in the group. Kobayashi is the second strongest, having learned martial arts since childhood. Near the end of the series he seems to develop some feelings for Miki.

Amatsuka's housemaid. She was first seen on episode 11 of the anime. She was always seen in the anime as Megumi's investigator and a substitute to Tsubasa in times of need. She even helped Megu by revising the rules of Yamato Nadeshiko cup in order to that the rules will be fair and square.

Takao Gakusan

First seen on episode 20 of the anime. He was Miki's supposed to be "fiance". He was beaten up by Genzō in duel as he posed to be Miki's boyfriend to protect her. In later episodes, he planned to kidnap Miki but he was defeated by the Megu-group.

Reiko

A thief that Megumi met in Osaka. She was first seen on episode 13 of the anime. She was saved by Megumi in a near-death experience. Along with Megumi, Genzō, and Fujiki, they've helped the police caught a yakuza. In later episodes, she helped Megumi find magic books, a bone, and a scroll (which of course, she obtained by stealing).

Yoshimi Shirasagi

Keiko's friend. In later episodes, she fell in love with Genzō because he saved her right in time. Somehow, the feelings changed when she was saved by Fujiki when she falls in a stair during their field trip in Kyoto and calls Fujiki her "prince".

Setsuka

Genzō's "Big" Sister. She was first seen on episode 26 of the anime. She saves Megumi when her brother tries to "make her happy". She was amazed on how Megumi changed Genzō from a delinquent to a charming person. She wants to be called by Megumi as "Onee-san".

Yanagisawa

A punk that Megumi and Genzō met during the Yamato Nadeshiko cup. He was first seen on episode 38 of the anime. He was defeated by Genzō. In later episodes, he was hired by Takao Gakusan to kidnap Miki.